2109002 Informal Interpretation

Date

September 7, 2021

Rule

Item 6(b)

Staff

Kristin Shaffer

Response/Comments

Thank you for asking. Please list the husband and wife as holding 40% as a single “entity” in Item 6(b). If you would like, you can clarify in an endnote.

Original Image - 2109002 Informal Interpretation (157.79 KB)

Question

From: Shaffer, Kristin <kshaffer@ftc.gov>
Sent: Tuesday, September 7, 2021 3:46:39 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp <HSRHelp@ftc.gov>
Subject: RE: Item 6(b) Question re: Spousal Attribution and how show on the form

[Redacted]

Thank you for asking. Please list the husband and wife as holding 40% as a single “entity” in Item 6(b). If you would like, you can clarify in an endnote.

Best regards,

Kristin

From: [Redacted]
Sent: Tuesday, September 7, 2021 3:40 PM
To: HSRHelp <HSRHelp@ftc.gov>
Subject: Item 6(b) Question re: Spousal Attribution and how show on the form

I have what appears to be a simple situation but I am not sure how to properly document it on the form.

Husband and wife each own 20% of an acquired entity. Neither is the acquired entity’s UPE. In this instance, the acquired entity is its own UPE. In response to Item 6(b), should husband and wife be listed together as owning 40%? I understand that their holdings should be aggregated but it seems that would lead to some confusion if not properly documented on the form, particularly where aggregation does not alter the determination of the UPE.

Thank you

She inberg, Samuel I.
From: 	HSRHelp
Sent: 	Tuesday, September 7, 2021 3:47 PM
To: 	Wa lsh, Kathryn E. ; Berg, Karen E. ; She inberg, Samuel I.; Six, Anne; Whitehead, Nora; Musick, Vesse lina
S ubj ect: 	FW: Item 6(b) Question re : Spousal Attribut ion and how show on the form
From: Shaffer, Kr istin <kshaffe r@ ftc.gov>
Se nt : Tuesday, September 7, 2021 3:46 :39 PM (UTC-05:00) Easte rn Time (US & Canada )
To:
Cc: 	e p < 	e p 	c.gov>
Subj ect : RE: Ite m 6 (b) Question re: Spou sa l Attribution and how show on the for m
Thank you for as king. Pl ease list the husband and wi fe as holding 40% as a single " ent it y" in Item 6(b ). If you would li ke ,
-you c an cl arify in an end note .
Best regards,
Kristin
Kri st in Sh affer
Attorney
Premerger N otification Office
Federal Trade Commission
202- 326-2388 I kshaf fer@hc.gov
From:
Se nt : Tuesda y, September 7, 2021 3:40 PM
To: HSRHelp <HSRHe lp@ftc .gov>
Subject : Item 6(b) Question re: Spousal Attr i but ion and how sho w on the form
I ha ve w hat appears to be a si mp le si tuat ion but I am not sure ho w to properly document it on the fo rm.
Hu sband and wife each own 20% of an acqu ired ent it y. Ne ither is the acquired ent it y's UPE . In th is instance, the
acquir ed ent ity is it s ow n UPE . In response to Item 6(b), should husband and wi fe be listed together as owning 40%? I
understand that the ir ho ldings sh ould be aggregated but it seems that wo uld lead to some confu si on if not properly
documented on the form , pa rt icular ly w here aggregation does not alter the determ ination of the UPE .
Thank yo u.
1

2109002 Informal Interpretation

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